EXHIBIT 10.1
THE WASHINGTON TRUST COMPANY
SUPPLEMENTAL PENSION BENEFIT AND PROFIT SHARING PLAN
Effective November 1, 1994
TABLE OF CONTENTS
ARTICLE I - NAME, PURPOSE, AND EFFECTIVE DATE
1.01 Name and Purpose
1.02 Effective Date
ARTICLE II - DEFINITIONS
2.01 Board
2.02 Code
2.03 Compensation
2.04 Effective Date
2.05 Employee
2.06 Employer
2.07 Participant
2.08 Plan Administrator
2.09 Plan
2.10 Pension Plan
2.11 Profit Sharing Plan
2.12 Profit Sharing Plan Restrictions
2.13 Supplemental Pension Plan Benefit
2.15 Supplemental Profit Sharing Plan Benefit
ARTICLE III - ELIGIBILITY
3.01 Participation
ARTICLE IV - SUPPLEMENTAL PENSION PLAN BENEFITS
4.01 Amount of Supplemental Retirement Plan Benefits
4.02 Distributions of Supplemental Retirement Plan
Benefit
4.03 Commencement of Payment of Supplemental Pension Plan
Benefit
4.04 Death Benefit
ARTICLE V - SUPPLEMENTAL PROFIT SHARING PLAN BENEFITS
5.01 Supplemental Profit Sharing Plan Contributions
5.02 Distributions of Supplemental Profit Sharing Plan
Benefits
5.03 Commencement of Payment of Supplemental Profit
Sharing Plan Benefits
5.04 Death Benefit
ARTICLE VI - VESTING
6.01 Vesting
ARTICLE VII - FUNDING
7.01 Funding
ARTICLE VIII - ADMINISTRATION
8.01 Duties of the Plan Administrator
8.02 Finality of Decisions
ARTICLE IX - MISCELLANEOUS
9.01 Non-Guarantee of Employment
9.02 Rights under Plan
9.03 Amendments/Termination
9.04 Nonassignability
9.05 Entire Agreement; Successors
9.06 Successor Employer
9.07 Governing Law
ARTICLE I
NAME, PURPOSE AND EFFECTIVE DATE
1.01 NAME AND PURPOSE
The supplemental retirement plan set forth herein shall be
known as The Washington Trust Company Supplemental Pension
Benefit and Profit Sharing Plan (the "Plan"). The Plan is
established, and shall be maintained, solely for the purpose
of providing supplemental pension and profit sharing
benefits which are not provided under The Washington Trust
Company Pension Trust and The Washington Trust Company
Profit Sharing Plan for certain Participants. The Plan is
unfunded and maintained primarily for the purpose of
providing deferred compensation for certain Participants who
are highly compensated employees.
1.02 EFFECTIVE DATE
This Plan shall be effective November 1, 1994. This Plan
shall apply to Participants who retire or terminate their
employment with the Employer after the Effective Date.
ARTICLE II
DEFINITIONS
When used herein, the following terms defined hereinafter shall
have the following meanings unless a different meaning is clearly
required by the context of the Plan:
2.01 "Board" means the Board of Directors of the Employer.
2.02 "Code" means the Internal Revenue Code of 1986, as amended
from time to time. Reference to a specific provision of the
Code shall include such provision, any valid regulation or
ruling promulgated thereunder, and any provision of future
law that amends, supplements, or supersedes such provision.
2.03 "Compensation" means, with respect to an eligible Employee,
"Compensation" as defined in Section 1.12 of the Pension
Plan with respect to the determination of a supplemental
pension benefit and "Compensation" as defined in Section
2.11 of the Profit Sharing Plan with respect to the
determination of a supplemental profit sharing benefit.
2.04 "Effective Date" means November 1, 1994.
2.05 "Employee" means any person employed by the Employer.
2.06 "Employer" means The Washington Trust Company and any
subsidiary and/or affiliated corporation which has adopted
this Plan.
2.07 "Participant" means an Employee who has become a Participant
in this Plan in the manner set forth in Article III.
2.08 "Plan Administrator" means The Washington Trust Company, or
its duly authorized representative.
2.09 "Plan" means The Washington Trust Company Supplemental
Pension Benefit and Profit Sharing Plan as set forth herein.
2.10 "Pension Plan" means The Washington Trust Company Pension
Trust, as in effect on November 1, 1994 or as amended
thereafter from time to time.
2.11 "Profit Sharing Plan" means The Washington Trust Company
Profit Sharing Plan as in effect on November 1, 1994 or as
amended thereafter from time to time.
2.12 "Profit Sharing Plan Restrictions" means the limits imposed
under Section 401(a)(17) of the Code on the amount of
employer matching contribution made in accordance with
Section 4.06 of the Profit Sharing Plan.
2.13 "Supplemental Pension Plan Benefit" means the benefit
payable under Article IV of the Plan.
2.14 "Supplemental Profit Sharing Benefit" means the benefit
payable under Article V of the Plan.
ARTICLE III
ELIGIBILITY
3.01 PARTICIPATION
Any Employee shall become a Participant in the Plan
provided:
(a) he has satisfied the eligibility requirements for
participation under the Pension Plan or the Profit
Sharing Plan;
(b) he is a highly compensated employee within the
meaning of Section 414(q)(1)(B) of the Code; and
(c) (1) his pension benefit under the Pension Plan
is in excess of the limits of Section 415(b) or
415(e) of the Code or is otherwise reduced due to
the limitations of Section 401(a)(17) of the Code,
or
(2) the Employer matching contribution on his
behalf is restricted by Section 401(a)(17) of the
Code.
ARTICLE IV
SUPPLEMENTAL PENSION PLAN BENEFITS
4.01 AMOUNT OF SUPPLEMENTAL PENSION PLAN BENEFITS
A Participant shall be entitled to a benefit under the
provisions of this Article if his benefit determined under
the provisions of the Pension Plan is less than such
benefit would have been if (a) the definition of
compensation under the Pension Plan included compensation
in excess of the limit of Section 401(a)(17) of the Code
and/or (b) the limits under Section 415 of the Code did not
apply.
If a Participant's benefit from the Pension Plan is reduced
as a result of either or both of the conditions described
in the preceding paragraph, the benefit to which the
Participant shall be entitled under the Plan shall be
determined as follows:
(i) The benefit actually payable to the
Participant at his actual retirement date under
the terms of the Pension Plan shall be calculated.
(ii) The benefit which would have been
payable under the terms of the Pension Plan if the
definition of compensation under the Pension Plan
included compensation in excess of Section
401(a)(17) of the Code and if the limits under
Section 415 of the Code did not apply shall be
calculated.
(iii) The result of step (i) shall be subtracted from the
result of step (ii), and the difference, if any,
shall be the benefit payable to the Participant.
4.02 DISTRIBUTIONS OF SUPPLEMENTAL PENSION PLAN BENEFIT
All payments of benefits to Participants and/or their
designated beneficiaries under this Article IV shall be
made in the same form the Participant elects under the
Pension Plan.
4.03 COMMENCEMENT OF PAYMENT OF SUPPLEMENTAL PENSION PLAN
BENEFIT
Benefits shall commence under this Article to a Participant
as of the same date that benefits commence to the
Participant under the Pension Plan; provided, however,
that, in the case of a Participant required to commence
benefit payments under the Pension Plan pursuant to Section
401(a)(9) of the Code, benefits shall not commence under
this Article until the Participant actually retires.
Any reductions for the commencement of benefits prior to
the Participant's normal retirement age under the Pension
Plan shall also apply to the payment of benefits under this
Article.
4.04 DEATH BENEFIT
Upon the death of a Participant any accrued Supplemental
Pension Plan Benefit shall be applied to provide such
Participant's surviving spouse or beneficiary with a
supplemental pre-retirement death benefit under the same
terms and in the same manner as provided by the applicable
death benefit provisions of the Pension Plan.
ARTICLE V
SUPPLEMENTAL PROFIT SHARING PLAN BENEFITS
5.01 SUPPLEMENTAL PROFIT SHARING PLAN CONTRIBUTIONS
(a) If Employer matching contributions under the Profit
Sharing Plan are limited by the Profit Sharing Plan
Restrictions, the Employer shall credit to a
Supplemental Employer Contribution Account established
for such Participant an amount equal to the Employer
matching contribution which would have been made
pursuant to the Profit Sharing Plan in the absence of
the Profit Sharing Plan Restrictions.
If a Participant makes tax deferred contributions under
the Profit Sharing Plan that are limited to the dollar
limit of Section 402(g) of the Code, the 50% and 100%
matching contribution under this Plan will be determined
in the same manner as for Section 4.06 of the Profit
Sharing Plan, but assuming that the Participant's Compen-
sation for this purpose is the lesser of
(i) "Compensation" as defined for purposes
of Section 2.11 of the Profit Sharing Plan, but
without regard to the limit of Section 401(a)(17)
of the Code, and
(ii) The dollar limit of Section 402(g)
of the Code for the year multiplied by 25.
The Participant's Supplemental Employer Contribution
Account shall be adjusted at the end of each calendar
quarter to reflect a rate of return determined as if such
accounts were invested at the rate of interest in effect on
the first day of the calendar year for one year
certificates of deposit of The Washington Trust Company or
such other rate as may be adopted from time to time by the
Board in its sole discretion.
5.02 DISTRIBUTIONS OF SUPPLEMENTAL PROFIT SHARING PLAN BENEFITS
All payments of benefits to Participants and/or their
designated beneficiaries under this Article V shall be made
in a lump sum.
5.03 COMMENCEMENT OF PAYMENT OF SUPPLEMENTAL PROFIT SHARING PLAN
BENEFITS
Benefits shall commence under this Article to a Participant
as of the same date that benefits commence to a Participant
under the Profit Sharing Plan; provided, however, that, in
the case of a Participant required to commence benefit
payments under the Profit Sharing Plan pursuant to Section
401(a)(9) of the Code, benefits shall not commence under
this Article until the Participant actually retires.
5.04 DEATH BENEFIT
Upon a Participant's death, any amounts set aside in his
Supplemental Employer Contribution Account shall be
distributed to his beneficiary or beneficiaries designated
under the Profit Sharing Plan.
ARTICLE VI
VESTING
6.01 VESTING
A Participant shall be vested in his Supplemental Pension
Plan Benefit, if any, in accordance with the vesting
provisions of the Pension Plan. A Participant shall be
fully vested at all times in his Supplemental Profit
Sharing Plan Benefit.
ARTICLE VII
FUNDING
7.01 FUNDING
The Employer shall be under no obligation to establish a
fund or reserve in order to pay the benefits under the
Plan. The Employer shall be required to make payments only
as benefits become due and payable. No person shall have
any right, other than the right of an unsecured general
creditor, against the Employer with respect to the benefits
payable hereunder, or which may be payable hereunder, to
any Participant, surviving spouse or beneficiary hereunder.
Notwithstanding the foregoing, in order to pay benefits
under this Plan the Employer may establish a grantor trust
(hereinafter the "Trust"), within the meaning of Section
671 of the Code as may be amended from time to time. The
assets in such Trust shall at all times be subject to the
claims of the general creditors of the Employer, and
neither the Plan nor any Participant, surviving spouse or
beneficiary shall have any preferred claim or right, or
any beneficial ownership interest in any such assets of the
Trust prior to the time such assets are paid to a
Participant as a Supplemental Pension Benefit or as a
Supplemental Profit Sharing Plan Benefit, and all rights
credited under this Plan and said Trust shall be mere
unsecured contractual rights of a Participant against the
Employer.
ARTICLE VIII
ADMINISTRATION
8.01 DUTIES OF THE PLAN ADMINISTRATOR
The Plan shall be administered by the Plan Administrator in
accordance with its terms and purposes. The Plan
Administrator shall determine the amount and manner of
payment of the benefits due to or on behalf of each
Participant from the Plan and shall cause them to be paid
by the Employer accordingly.
8.02 FINALITY OF DECISIONS
The Plan Administrator is expressly granted, without
intending any limitation, the discretion to construe the
terms of the Plan and to determine eligibility for benefits
hereunder. The decisions made by and the actions taken by
the Plan Administrator in the administration of the Plan
shall be final and conclusive on all persons, and neither
the Plan Administrator nor the Employer shall be subject to
individual liability with respect to the Plan.
ARTICLE IX
MISCELLANEOUS
9.01 NON-GUARANTEE OF EMPLOYMENT
Nothing contained in this Plan shall be construed as a
contract of employment between the Employer and any
Participant, or as a right of any such Participant to be
continued in the employment of the Employer, or as a
limitation on the right of the Employer to deal with any
Participant, as to their hiring, discharge, layoff,
compensation, and all other conditions of employment in all
respects as though this Plan did not exist.
9.02 RIGHTS UNDER PLAN
Nothing in this Plan shall be construed to limit, broaden,
restrict, or grant any right to a Participant, surviving
spouse or any beneficiary thereof under the Pension Plan or
Profit Sharing Plan ("Qualified Plans"), nor to grant any
additional rights to any such person under the Qualified
Plans, nor in any way to limit, modify, repeal or otherwise
affect the Employer's right to amend or modify the
Qualified Plans.
9.03 AMENDMENTS/TERMINATION
The Employer reserves the right to make from time to time
amendments to or terminate this Plan by vote duly adopted
by the Board of Directors, provided that no such amendment
or termination shall reduce any benefits earned under the
terms of this Plan prior to the date of termination or
amendment.
9.04 NONASSIGNABILITY
The benefits payable under this Plan shall not be subject
to alienation, assignment, garnishment, execution or levy
of any kind and any attempt to cause any benefits to be so
subjected shall not be recognized, except to the extent
required by applicable law.
9.05 ENTIRE AGREEMENT; SUCCESSORS
This Plan, including any subsequently adopted amendments,
shall constitute the entire agreement or contract between
the Employer and any Participant regarding the Plan. There
are no covenants, promises, agreements, conditions or
understandings, either oral or written, between the
Employer and any Participant relating to the subject matter
hereof, other than those set forth in this Plan. This Plan
and any amendment shall be binding on the parties hereto
and their respective heirs, administrators, trustees,
successors and assigns, and on all designated beneficiaries
of the Participant.
9.06 SUCCESSOR EMPLOYER
In the event of the dissolution, merger, consolidation or
reorganization of the Employer, provision may be made by
which a successor to all or a major portion of the
Employer's property or business shall continue this Plan,
and the successor shall have all of the powers, duties and
responsibilities of the Employer under this Plan.
9.07 GOVERNING LAW
This Plan shall be construed and enforced in accordance
with, and governed by, the laws of the State of Rhode
Island.
IN WITNESS WHEREOF, The Washington Trust Company has caused this
instrument to be executed in its name and on its behalf this
15th day of December, 1994.
The Washington Trust Company
By: Joseph J. Kirby, President
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Attest: Vernon F. Bliven, SVP
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(Seal)